UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 39464 / December 18, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9512 : In the Matter of : ORDER INSTITUTING CEASE- : AND-DESIST PROCEEDINGS Graham F. Lacey, : PURSUANT TO SECTION 21C OF : THE SECURITIES EXCHANGE ACT : OF 1934 AND FINDINGS AND ORDER Respondent. : OF THE COMMISSION : : I. The Commission deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") to determine whether Graham F. Lacey ("Lacey") has failed to comply with Sections 13(d) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. II. In anticipation of the institution of these administrative proceedings, Lacey has submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, Lacey, without admitting or denying the matters set forth herein, consents to the issuance of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Findings and Order of the Commission ("Order"), and to the entry of findings and imposition of remedial sanctions set forth below. III. On the basis of this Order and Lacey's Offer of Settlement, the Commission finds the following: A. FACTS 1. Respondent Graham Lacey, age 48, a foreign resident, was a director and Chairman of the Board of Directors of Nycal Corporation ("Nycal") from September 1989, Chief Executive Officer from December 1989, and President from May 1990, until June 9, 1993. Lacey was a director and Chairman of the Board of Directors of Sunlite, Inc. ("Sunlite") from October 1991, President from January 1992, and Chief Executive Officer from April 1992, until June 10, 1993. He was a director, Chief Executive Officer and President of Gulf USA Corporation ("Gulf"), the Chairman of the Board of Directors of Woodbine Petroleum, Inc. ("Woodbine") from 1990, until July 11, 1991. Lacey has been a director from 1990 through the present, and the President of VDC Corporation Ltd. ("VDC") since June 30, 1992. At times relevant to this proceeding, Lacey was the direct or indirect beneficial owner of more than ten percent of the equity securities of Nycal and VDC. 2. Issuers a. Nycal Corporation Nycal (formerly known as Nickel Resources Development Corporation and Ni Cal Developments, Ltd.), a Delaware corporation with its principal office in Dallas, Texas, is engaged in the exploration and development of mineral properties. Nycal beneficially owned more than 10% of the equity securities of Gulf, Woodbine, Powerhouse Resources, Inc. ("Powerhouse"), and Sunlite. According to its most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, Nycal reported total assets of $37,349,404 and total stockholders' equity of $21,477,600. For the three months ended March 31, 1994, Nycal reported total revenues of $1,480,786. Nycal's common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act. As of May 9, 1997, Nycal's common stock is quoted in the National Quotation Bureau's "pink sheets" and is traded in the over-the-counter market. b. Sunlite, Inc. Sunlite (formerly known as Anret, Inc.), a Delaware corporation with its principal offices in Washington, D.C., is engaged in the development, ownership, and management of oil and gas producing properties through its subsidiary, Woodbine Petroleum, Inc. According to its most recent Annual Report on Form 10-K for the year ended June 30, 1994, Sunlite had total assets of over $2 million and stockholders' equity of $1.5 million. As of March 20, 1995, Sunlite had 2,414,898 shares of common stock issued and outstanding. Sunlite reported a net loss of $3.9 million or $1.65 per share for its 1994 fiscal year. Sunlite's common stock was registered with the Commission pursuant to Section 12 of the Exchange Act on January 23, 1980, and was traded on the Philadelphia Stock Exchange and quoted on ======END OF PAGE 2====== NASDAQ. Sunlite was delisted from the NASDAQ SmallCap Market and the Philadelphia Stock Exchange on September 15, 1994 and February 7, 1995, respectively. Sunlite and its subsidiaries have divested themselves of their net operating assets as of March 20, 1995. Sunlite's shares are quoted in the National Quotation Bureau's "pink sheets." c. Gulf USA Corporation Gulf (formerly known as Gulf Resources & Chemical Corporation and Gulf Sulphur Corporation), a Delaware corporation with its principal offices in Boston, Massachusetts, is engaged in surface mining of bituminous coal. According to its most recent Annual Report on Form 10-K for the year ended December 31, 1992, Gulf had total assets of over $34 million and stockholders' equity of $319 million. As of March 22, 1993, Gulf had 10,854,886 shares of common stock issued and outstanding. Gulf reported a net loss of $49.3 million or $4.76 per share for its 1992 fiscal year. Gulf's common stock was registered with the Commission pursuant to Section 12 of the Exchange Act on March 30, 1987. According to a Form 8-K filed with the Commission on October 27, 1993, Gulf filed a Voluntary Petition in the U.S. Bankruptcy Court on October 22, 1993. d. Woodbine Petroleum, Inc. Woodbine, a Delaware corporation with its principal offices in Dallas, Texas, is an oil and gas development company. According to its most recent Annual Report on Form 10-K for the year ended June 30, 1991, Woodbine had total assets of over $8.5 million and stockholders' equity of $4.7 million. As of September 12, 1991, Woodbine had 16,652,793 shares of common stock issued and outstanding. Woodbine reported net income of $514,898 or $.03 per share for its 1991 fiscal year. Woodbine's common stock was registered with the Commission pursuant to Section 12 of the Exchange Act on September 22, 1982. There has been no established trading market for Woodbine's securities since September 1992. e. VDC Corporation Ltd. VDC, (formerly Van Diemen's Company Ltd, Arimathaea Resources Inc., and Murgold Resources Inc.), a Bermuda corporation with its principal offices in Hamilton, Bermuda, is engaged in agriculture and tourism. According to its most recent Annual Report on Form 20-F for the year ended June 30, 1996, VDC has total assets of over $3.3 million and stockholders' equity of $2.9 million. As of December 24, 1996, VDC had 2,087,454 shares of common stock issued and outstanding. VDC reported a net loss of income of $12,964,335 or $.94 per share for its 1996 fiscal year. VDC's common stock is registered with the Commission pursuant to Section 12 of the Exchange Act, and is traded in the over-the-counter market and quoted on NASDAQ. B. APPLICABLE LAW ======END OF PAGE 3====== Section 13(d) of the Exchange Act and Rule 13d-1 thereunder, in relevant part, provide that any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a company registered pursuant to Section 12 of the Exchange Act, is directly or indirectly the beneficial owner of more than 5 percent of such security, shall, within 10 days after such acquisition, file a Schedule 13D with the Commission and the appropriate Exchange. Rule 13d-2(a) requires that amendments to Schedule 13D be promptly filed if any material change to the facts set forth in the Schedule 13D occurs. A change of one percent or more in the reporting person's beneficial ownership of the specified securities is deemed material for the purposes of Rule 13d-2(a). Section 16(a) of the Exchange Act <(1)> requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act and the officers and directors of the issuer of any such security (hereinafter "insider") file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5. C. RESPONDENT'S VIOLATIONS OF SECTIONS 13(d) AND 16(a) AND THE RULES THEREUNDER Lacey failed for periods ranging from one week to more than seven years and one month to file a Schedule 13D and nineteen amendments to his Schedules 13D reporting acquisition or ownership and changes thereto, in the securities of Nycal and VDC. Lacey failed for periods ranging from one month to more than one year and one month to file four Forms 3 and amendments thereto, reporting his <(1)> Until May 1, 1991, the statutory filing requirements under Section 16 of the Exchange Act were implemented by Rule 16a-1. On January 10, 1991, the Commission adopted a comprehensive revision of the rules under Section 16 which became effective on May 1, 1991. See Rel. 34-28869, 56 Fed. Reg. 7242 (Feb. 21, 1991). Among other things, these amendments place the implementation of the former Rule 16a-1 filing requirements in new Rules 16a-2 and 16a-3. Accordingly, this Order, at paragraph VI, orders that Lacey cease and desist from violating Rules 16a-2 and 16a-3. ======END OF PAGE 4====== holdings of four different issuers, failed for periods ranging from two months to more than five years and seven months to file thirty Forms 4, and failed for periods ranging from three years and five months to more than five years to file six Forms 5. The combined value of Lacey's stock transactions in late Form 4 filings is approximately $3.8 million. The history of delinquency, compiled from the ownership reports filed with the Commission by Lacey, is set forth below: ======END OF PAGE 5====== GRAHAM F. LACEY Forms 3, 4 and 5 For Holdings and Transactions in the Equity Securities of Nycal Corporation (formerly Nickel Resources Development Corp. and Ni Cal Developments Ltd.) September 15, 1989 through February 10, 1997 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late Form 3 09-89 C/S 1,840,250 09-15-89 1y1m3w Right to 750,000 11-07-90 Buy C/S Forms 4, 5 11-89 Acq by 2,563,400 N/R N/R 12-11-89 T exch or conv 12-11-89 01-90 Reverse 3,963,285 N/R N/R 02-12-90 8m3w StkSplit 11-07-90 01-90 Cancel 675,000 .13 87,750 02-12-90 8m3w Right to 11-07-90 Buy C/S 04-90 Acq by 143,749 1.81 260,186 05-10-90 6m exch or conv 11-07-90 05-90 Right to 250,000 2.75 687,500 06-11-90 5m Buy C/S 11-07-90 08-90 Acq by 350,625 4.00 1,402,500 09-10-90 2m exch or conv 11-07-90 06-91 Buy 1,500 6.00 9,000 07-10-91 5y7m 8,500 5.75 48,875 Not rec'd 57,875 08-91 Buy 2,000 4.31 8,620 09-10-91 5y5m Not rec'd Date ======END OF PAGE 6====== Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 08-91 Sale 1,000 4.50 4,500 09-10-91 5y5m 500 4.38 2,190 Not rec'd 500 4.63 2,315 9,005 09-91 Sale 8,000 4.13 33,040 10-10-91 5y4m 1,000 4.06 4,060 Not rec'd 37,100 09-91 Buy 10,000 4.16 41,600 10-10-91 5y4m 1,000 4.00 4,000 Not rec'd 45,600 11-91 Buy 1,500 4.00 6,000 12-10-91 5y2m 500 3.94 1,970 Not rec'd 7,000 3.69 25,830 33,800 11-91 Sale 7,000 3.88 27,160 12-10-91 5y2m Not rec'd 12-91 Buy 110,000 3.75 412,500 01-10-92 T 01-10-92 FY-91 Form 5 02-14-92 5y Not rec'd 01-92 Sale 3,590 3.50 12,565 02-10-92 5y Not rec'd 02-92 Buy 15,000 2.75 41,250 03-10-92 4y11m Not rec'd 02-92 Buy 64,935 1.93 125,325 03-10-92 T 02-28-92 02-92 Buy 99,206 1.51 149,801 03-10-92 2m3w 06-02-92 02-92 Opt Acq 250,000 1.75 437,500 03-10-92 T under EBP 02-28-92 other than pursuant to 16b-3 02-92 Sale 15,000 2.50 37,500 03-10-92 4y11m Not rec'd ======END OF PAGE 7====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 05-92 Buy 200,000 1.00 200,000 06-10-92 4y8m Not rec'd 05-92 Sale 40,000 1.00 40,000 06-10-92 4y8m 5,000 1.13 5,650 Not rec'd 10,000 1.05 10,500 38,500 1.25 48,125 5,000 1.28 6,400 16,500 1.18 19,470 2,500 1.22 3,050 10,000 1.19 11,900 10,000 1.15 11,500 156,595 06-92 Sale 18,500 1.15 21,275 07-10-92 4y7m 27,000 1.22 32,940 Not rec'd 5,000 1.18 5,900 12,000 1.25 15,000 75,115 FY-92 Form 5 02-16-93 3y11m3w Not rec'd 01-93 Opt Grant 150,000 .53 79,500 02-14-94 T pursuant to 03-09-93 16b-3 Total value late reported transactions: $3,329,922 * = Price per share rounded off ** = Lateness calculated through February 10, 1997 T = Timely C/S = Common Stock Stk = Stock EBP = Employee Benefit Plan Acq by exch or conv = Acquired by exchange or conversion Opt = Option 16b-3 = Rule 16b-3 of the Securities Exchange Act of 1934 ======END OF PAGE 8====== Graham F. Lacey and Arimathaea Holdings Ltd. Schedule 13D and Amendments Nycal Corporation (formerly Nickel Resources Development Corp. and Ni Cal Developments Ltd.) September 15, 1989 through February 10, 1997 Date Month Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 09-05-89 13D 10,606,250 09-15-89 T 09-18-89 11-01-89 13D Amendment Change 11-01-89** 3m Item* 5 02-05-90 01-03-90 13D Amendment Change in 01-03-90 7y1m1w Ownership Not rec'd 03-30-90 13D Amendment Change 03-30-90** T Item 5 04-05-90 04-21-90 13D Amendment Change 04-21-90 6m2w Items 11-07-90 3,5,6,7 05-07-90 13D Amendment*** Change in 05-07-90 6y9m Ownership Not rec'd 08-31-90 13D Amendment*** " 08-31-90 6y5m Not rec'd 06-13-91 13D Amendment*** " 06-13-91 5y8m Not rec'd 11-07-91 13D Amendment*** " 11-07-91 5y3m Not rec'd 12-16-91 13D Amendment*** " 12-16-91 5y1m3w Not rec'd 02-14-92 13D Amendment Change 02-14-92 1w Items 02-28-92 1,4 12-07-92 13D Amendment*** Change in 12-07-92 4y2m ======END OF PAGE 9====== Ownership Not rec'd * = Items refers to Items of Schedule 13D. ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. *** = Material changes in Lacey's beneficial ownership of Nycal occurred. ======END OF PAGE 10====== Forms 3, 4 and 5 For Holdings and Transactions in the Equity Securities of Sunlite, Inc. (formerly Anret, Inc.) October, 1991 through February 10, 1997 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late Form 3 10-91 C/S 98,494 10-91 T 10-22-91 10-91 C/S 0 10-91 7m Amend. 05-07-92 Forms 4, 5 10-91 Buy 500 4.50 2,250 04-10-92 4y10m Not rec'd 11-91 Buy 200 4.75 950 04-10-92 4y10m 200 5.00 1,000 Not rec'd 1,950 12-91 Buy 400 4.50 1,800 04-10-92 4y10m Not rec'd 03-92 Sale 800 2.75 2,200 04-10-92 4y10m Not rec'd 06-92 Buy 200 2.75 550 08-14-92 4y6m 1,000 2.13 2,130 Not rec'd 2,680 FY-92 Form 5 08-14-92 4y6m Not rec'd 10-92 Sale 1,200 2.43 2,916 11-10-92 4y3m Not rec'd 10-92 Buy 1,200 2.63 3,156 11-10-92 4y3m Not rec'd Date ======END OF PAGE 11====== Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 11-92 Buy 21,900 2.56 56,064 12-10-92 4y2m Not rec'd 03-93 Buy 30,000 2.13 63,900 04-12-93 3y10m Not rec'd FY-93 Form 5 08-16-93 3y5m3w Not rec'd Total value late reported transactions: $ 136,916 * = Price per share rounded off ** = Lateness calculated through February 10, 1997 ======END OF PAGE 12====== Forms 3, 4 and 5 For Holdings and Transactions in the Equity Securities of Gulf USA Corporation (formerly Gulf Resources and Chemical Corp. and Gulf Sulphur Corp.) July 18, 1991 through February 10, 1997 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 07-91 Form 3 293,769 07-22-91 T 07-18-91 07-91 Form 3 0 07-22-91 7m2w 03-10-92 Forms 4, 5 07-91 Sale 2,000 6.00 12,000 08-12-91 5y6m Not rec'd 08-91 Sale 13,900 N/R N/R 09-10-91 5y5m Not rec'd 09-91 Buy 1,000 4.25 4,250 01-10-92 5y1m Not rec'd 11-91 Buy 1,000 4.00 4,000 01-10-92 5y1m Not rec'd 12-91 Buy 500 4.00 2,000 01-10-92 5y1m Not rec'd 12-91 Sale 1,000 4.00 4,000 01-10-92 5y1m Not rec'd FY-91 Form 5 02-14-92 5y Not rec'd 01-92 Buy 1,000 3.63 3,630 02-10-92 5y 500 3.75 1,875 Not rec'd 5,505 ======END OF PAGE 13====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 01-92 Sale 2,000 4.00 8,000 02-10-92 5y 1,000 3.88 3,880 Not rec'd 11,880 04-92 Buy 500 3.63 1,815 07-10-92 4y7m Not rec'd 04-92 Opt 100,000 4.13 413,000 02-16-93 T Grant pursuant to 05-01-92 16b-3 05-92 Buy 500 3.00 1,500 07-10-92 4y7m Not rec'd 06-92 Buy 6,750 2.88 19,440 07-10-92 4y7m 1,400 3.00 4,200 Not rec'd 8,000 2.63 21,040 11,200 2.75 30,800 1,400 2.65 3,710 5,600 2.38 13,328 92,518 07-92 Sale 6,500 2.50 16,250 08-10-92 4y6m Not rec'd 08-92 Buy 6,500 2.65 17,225 09-10-92 4y5m 6,000 2.50 15,000 Not rec'd 32,225 09-92 Buy 3,000 2.50 7,500 10-13-92 4y4m 10,300 2.63 27,089 Not rec'd 34,589 09-92 Sale 8,850 2.50 22,125 10-13-92 4y4m Not rec'd 10-92 Sale 12,800 2.50 32,000 11-10-92 4y3m Not rec'd 10-92 Buy 1,700 2.38 4,046 11-10-92 4y3m 1,000 2.25 2,250 Not rec'd 6,296 11-92 Buy 2,000 2.50 5,000 12-10-92 4y2m 5,000 2.25 11,250 Not rec'd ======END OF PAGE 14====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 11-92 3,500 2.00 7,000 (cont.) 2,500 2.38 5,950 29,200 11-92 Sale 352 1.88 662 12-10-92 4y2m Not rec'd 12-92 Buy 19,400 2.00 38,800 01-11-93 4y1m 3,000 2.13 6,390 Not rec'd 1,500 1.88 2,820 1,000 1.75 1,750 49,760 12-92 Sale 1,000 1.75 1,750 01-11-93 4y1m Not rec'd FY-92 Form 5 02-15-93 3y11m3w Not rec'd Total value late reported transactions: $ 364,325 * = Price per share rounded off ** = Lateness calculated through February 10, 1997 ======END OF PAGE 15====== Forms 3 For Holdings and Transactions in the Equity Securities of Woodbine Petroleum, Inc. October 10, 1990 through December 26, 1991 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late Form 3 10-90 C/S 0 10-10-90 1m Right to 100,000 11-07-90 buy C/S ======END OF PAGE 16====== Schedule 13D and Amendments VDC Corporation Ltd. (formerly Van Diemen's Company Ltd., Arimathaea Resources Inc., and Murgold Resources Inc.) February 4, 1991 through February 10, 1997 Date Month Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 01-24-91 13D 975,000 02-04-91 4m 06-10-91 05-21-91 13D Amendment Change 05-21-91** 1m Items* 06-24-91 1-7 06-27-91 13D Amendment Change 06-27-91 5m1w Items 1-7 12-10-91 01-23-92 13D Amendment Change 01-23-92 3w Items 1-7 02-18-92 05-22-92 13D Amendment Change in 05-22-92 4y8m1w Ownership Not rec'd*** 12-07-92 13D Amendment " 12-07-92 4y2m Not rec'd 12-17-93 13D Amendment " 12-17-93 3y1m2w Not rec'd 12-14-94 13D Amendment " 12-14-94 2y1m3w Not rec'd 12-15-95 13D Amendment " 12-15-95 1y1m3w Not rec'd 12-24-96 13D Amendment " 12-24-96 1m1w Not rec'd * = Items refers to Items of Schedule 13D. ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. *** = Lateness calculated through February 10, 1997. ======END OF PAGE 17====== IV. FINDINGS Based on the above, the Commission finds that Lacey violated Sections 13(d) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. V. OFFER OF SETTLEMENT Lacey has submitted an Offer of Settlement in this proceeding which the Commission has determined to accept. Lacey, in his Offer, consents to this Order making findings, as set forth above, and ordering him to cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 thereunder. VI. ORDER Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Lacey cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 18======